The Takeovers Panel has determined that Whakatane-based Horizon Energy Developments breached the takeovers code on one issue and did not breach it on two issues raised by failed bidder Marlborough Lines.The panel said it did not intend to take any further
The Takeovers Panel has determined that Whakatane-based Horizon Energy Developments breached the takeovers code on one issue and did not breach it on two issues raised by failed bidder Marlborough Lines.
The panel said it did not intend to take any further action in relation to Marlborough Lines' complaints other than to make orders on costs.
Marlborough Lines bid for 51% of Horizon Energy at $3.96 a share last September. It did not own any shares in Horizon at the time and Eastern Bay Energy Trust owned 77.295 of the shares.
The offer was to open on September 29 but on September 28 Horizon Energy issued a revised profit outlook, increasing the forecast after-tax profit for the 2009/10 financial year to around $6 million from $4.5 million.
Marlborough Lines noted the timing of the revised profit outlook and described the stated reasons for the upward revision in profit over such a short period as being unconvincing.
The panel was asked to consider if profit forecasts and statements about valuations made by Horizon Energy were misleading or deceptive.
After meeting on March 22 the panel determined that Horizon Energy did not breach the takeovers code when issuing its revised profit outlook on September 28.
It determined that Horizon Energy did breach the code by omitting to disclose that a material part of the increased profit outlook had come about from a change to the accounting treatment of internally constructed assets.
It determined that the directors did not breach the code when they stated in the target company statement that the company was worth more than the value expressed by the independent adviser.
